UNITED STATES DISTRICT COURT SOUTHERN DISTRICT...

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

IN RE: NORTH SEA BRENT CRUDE OIL

FUTURES LITIGATION

This document applies to:

Case Nos. 13-cv-03473-ALC, 13-cv-03587-

ALC, 13-cv-03944-ALC, 13-cv-04142-ALC,

13-cv-04553-ALC, 13-cv-04872-ALC, 13-cv-

04938-ALC, 13-cv-05577-ALC, 13-cv-07089-

ALC, 13-cv-08030-ALC, 13-cv-08151-ALC,

13-cv-08179-ALC, 13-cv-08240-ALC and

13-cv-08270-ALC.

1:13-md-02475-ALC

PLAINTIFFS’ SUPPLEMENTAL MEMORANDUM OF LAW IN OPPOSITION TO DEFENDANTS SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY

LIMITED AND SHELL TRADING (US) COMPANY’S SUPPLEMENTAL MEMORANDUM OF LAW IN SUPPORT OF THEIR MOTION TO

DISMISS THE AMENDED CLASS ACTION COMPLAINT

Case 1:13-md-02475-ALC Document 398 Filed 07/06/16 of 26

TABLE OF CONTENTS

FACTUAL BACKGROUND ......................................................................................................... 3

I. STASCO AND STUSCO ARE PART OF THE GLOBALLY INTEGRATED

―SHELL TRADING‖ ORGANIZATION .......................................................................... 3

II. STASCO‘S AND STUSCO‘S ROLE IN THE MANIPULATION OF THE

BRENT CRUDE OIL MARKET ....................................................................................... 8

ARGUMENT ................................................................................................................................ 11

I. THE COMPLAINT STATES A CLAIM AGAINST STUSCO AND STASCO ............ 11

A. Plaintiffs Plausibly Allege CEA Claims Against STUSCO and STASCO .......... 11

B. Plaintiffs Plausibly Allege Antitrust Claims Against STUSCO

and STASCO ........................................................................................................ 12

II. THE COURT HAS SPECIFIC JURISDICTION OVER STASCO ................................. 13

A. STASCO Has Purposefully Availed Itself Of The Privilege Of Doing

Business In The United States .............................................................................. 15

B. STASCO Expressly Aimed Its Conduct At The United States ............................ 16

C. Specific Jurisdiction Is Also Appropriate Under An Agency or

Conspiracy Theory ................................................................................................ 18

CONCLUSION ............................................................................................................................. 20


ii

TABLE OF AUTHORITIES

Page(s)

Cases

In re Amaranth Natural Gas Commodities Litig. (“Amaranth I”),

587 F. Supp. 2d 513 (S.D.N.Y. 2008)................................................................................13, 17

Best Van Lines, Inc. v. Walker,

490 F.3d 239 (2d Cir. 2007).....................................................................................................14

In re Capacitors Antitrust Litig.,

No. 14 Civ. 3264, 2015 WL 3638551 (N.D. Cal. Jun. 11, 2015) ............................................16

Chew v. Dietrich,

143 F.3d 24 (2d Cir. 1998).......................................................................................................16

CutCo. Indus., Inc. v. Naughton,

806 F.2d 361 (2d Cir. 1986).....................................................................................................19

In re Cyclobenzaprine Hydrochloride Extended-Release Capsule Patent Litig.,

693 F. Supp. 2d 409 (D. Del. 2010) .........................................................................................19

Daimler AG v Bauman,

134 S. Ct. 746 (2014) ...............................................................................................................18

DiPlacido v. Commodity Futures Trading Comm’n,

364 F. App‘x 657 (2d Cir. 2009) .............................................................................................11

In re Foreign Exchange Benchmark Rates Antitrust Litig.,

No. 13 Civ. 7789 (LGS), 2016 WL 1268267 (S.D.N.Y. Mar. 31, 2016) ................................17

Gucci Am., Inc. v. Weixing Li,

135 F. Supp. 3d 87 (S.D.N.Y. 2015)........................................................................................16

Int’l Shoe Co. v. Washington,

326 U.S. 310 (1945) .................................................................................................................14

In re Libor-Based Fin. Instruments Antitrust Litig. (“LIBOR IV”),

No. 11 MDL 2262 (NRB), 2015 WL 4634541 (S.D.N.Y. Aug. 4, 2015) ...............................13

In re Libor-Based Fin. Instruments Antitrust Litig. (“LIBOR V”),

No. 11 MDL 2262 (NRB), 2015 WL 6696407 (S.D.N.Y. Nov. 3, 2015) ...............................16

Licci ex rel. Licci v. Lebanese Canadian Bank, SAL,

732 F.3d 161, 170 (2d Cir. 2013).................................................................................14, 15, 17


iii

Maersk, Inc. v. Neewra, Inc.,

554 F. Supp. 2d 424 (S.D.N.Y. 2008)......................................................................................20

Mansfield Heliflight, Inc. v. Heli-One Canada Inc.,

No. 12 Civ. 46, 2012 WL 4479851 (D. Vt. Sept. 28, 2012) ..............................................18, 19

Metropolitan Life Ins. Co. v. Robertson-Ceco Corp.,

84 F.3d 560 (2d Cir. 1996).......................................................................................................15

In re Natural Gas Commodity Litig.,

337 F. Supp. 2d 498 (S.D.N.Y. 2004)......................................................................................18

N.Y. Medscan LLC v. N.Y. Univ. Sch. of Med.,

430 F. Supp. 2d 140 (S.D.N.Y. 2006)......................................................................................12

Palmieri v. Estefan,

793 F. Supp. 1182 (S.D.N.Y. 1992)...................................................................................18, 19

Sonera Holding B.V. v. Cukurova Holding A.S.,

750 F.3d 221 (2d Cir. 2014).....................................................................................................18

Starr v. Sony BMG Music Entm’t,

592 F.3d 314 (2d Cir. 2010).....................................................................................................12

In re Sumitomo Copper Litig.,

120 F. Supp. 2d 328 (S.D.N.Y. 2000)......................................................................................14

In re Term Commodities Cotton Futures Litig.,

No. 12 Civ. 6126, 2013 WL 9815198 (S.D.N.Y. Dec. 20, 2013) ............................................17

In re Terrorist Attacks of September 11, 2001,

349 F. Supp. 2d 765 (S.D.N.Y. 2005)......................................................................................20

In re Western States Wholesale Natural Gas Antitrust Litig.,

715 F.3d 716 (9th Cir. 2013) ...................................................................................................17

Wiwa v. Royal Dutch Petroleum Co.,

226 F.3d 88 (2d Cir. 2000).......................................................................................................18


1

In their supplemental memorandum, STASCO and STUSCO argue that Plaintiffs‘

Complaint fails ―to allege facts making it plausible to believe that either STASCO or STUSCO

violated U.S. law or harmed Plaintiffs‖. Def. Br., ECF No. 344 at 1, 4-8.1 Plaintiffs have

addressed this argument more fully in their omnibus brief against all Defendants, which they

incorporate herein by reference. ECF No. 253. As described more fully there, the Complaint

contains many direct allegations of manipulation against Shell‘s trading operation such as by

engaging in Brent suppression to benefit its derivative position in late February 2011 and again

in September 2012 with a fraudulent trade with Trafigura. ECF No. 253 at 15-18. On both these

occasions, the conduct had a direct impact on Brent futures. Id.2

Next, STASCO argues that this Court has no jurisdiction over it. On the question of

jurisdiction, this Court granted limited jurisdictional discovery holding that ―Plaintiffs have

established a prima facie case of personal jurisdiction‖ based on ―two viable theories…: first that

STASCO purposefully availed itself of doing business in the United States by shipping Brent

crude oil into the country, and second, that STASCO took intentional and allegedly tortious

actions expressly aimed at the United States, through its alleged market manipulations.‖ ―Order

Granting Limited Jurisdictional Discovery as to Defendant STASCO‖, ECF No. 389 at 11

(―STASCO Order‖). Through the limited jurisdictional discovery granted by the Court – the

deposition of a STASCO employee, Mr. Armand Lumens – Plaintiffs have adduced the

1 Plainitffs allege that STASCO and STUSCO violate the Commodity Exchange Act (―CEA‖), the Sherman

Antitrust Act and common law. The supplemental memorandum is referred to herein as ―Def. Br.‖ All references

―¶‖ or ―¶¶‖ are to the Second Amended Consolidated Class Action Complaint filed on February 27, 2015, ECF No.

308 (―Complaint‖). By Stipulation dated April 29, 2015 [ECF No. 357], STASCO was substituted for Royal Dutch

Shell as the Shell affiliate that engaged in the alleged conduct giving rise to Plaintiffs‘ claims. ―STASCO‖ refers to

Shell International Trading and Shipping Company Limited. ―STUSCO‖ refers to Shell Trading US Company.

They are sometimes referred to collectively as ―Shell‖. ―Kovel Declaration‖ refers to the Declaration of David

Kovel Declaration‖ filed contemporaneously herewith. ―Lumens Dep.‖ refers to the transcript of the deposition of

Armand Lumens taken on June 15, 2016, annexed as Exhibit 2 to the Kovel Decl.

2 The Complaint and omnibus brief more fully describe the North Sea Brent Crude Oil (―Brent‖) physical market,

and the manipulation of the prices for Brent futures and derivatives contracts on the New York Mercantile Exchange

(―NYMEX‖) and the Intercontinental Exchange (―ICE‖).


2

additional and sufficient facts set forth in this brief to establish jurisdiction over STASCO. Mr.

Lumens‘ deposition testimony has made clear that STASCO employees and executives run crude

oil trading and financing for all Royal Dutch Shell (―RDS‖) entities, and even have ultimate

control of the crude oil trading operation in the U.S. RDS has integrated and consolidated its

global trading operations, including those in the United States and Europe, into a single

―umbrella organization‖ known as ―Shell Trading.‖ Lumens Dep. 13:1-14:12. All of the Shell

affiliates, including STASCO and STUSCO, benefit tremendously from this consolidation and

market themselves as a seamless organization to outsiders. Internally, Shell affiliates, including

STASCO and STUSCO, use the integrated structure to train and rotate employees, to manage

risk, and to meet financial obligations. Id. at 52:2-11; 64:2-14; 85:15-19; 90:19-91:4; 100:17-

101:6. From London, STASCO employees oversee the overall risk and financing of Shell

Trading, and crude oil trading in particular. A STASCO executive in London is in charge of all

crude oil trading for all Shell entities, including trading done in the U.S. In sum, STASCO

employees oversee Shell Trading‘s positions in both the physical Brent crude oil market and the

Brent futures market. This trading necessarily uses commodity exchanges in the United States to

the benefit of STASCO.

Moreover, STASCO‘s shipping operations bring tens of millions of crude oil barrels to

the United States in part to optimize RDS‘s ―downstream‖ refining operations. STASCO‘s

chartered vessels regularly operate in U.S. waters and provide Brent crude oil and other crude oil

cargoes to both the Shell downstream operations, and to other players in the United States.

Oftentimes, the oil comes from RDS‘s own equity in Brent operations in the North Sea. ¶55.

STASCO works with the U.S. Coast Guard on oil spill safety, and one of its chartered vessels

was involved in a collision in Texas. STASCO‘s vast crude oil shipping and trading operations


3

are aimed at (and show purposeful availment in) the United States.

FACTUAL BACKGROUND

I. STASCO and STUSCO are part of the globally integrated “Shell Trading”

organization

Royal Dutch Shell plc (―RDS‖) is ―one of the world‘s largest independent oil and gas

companies in terms of market capitalization, operating cash flow and oil and gas production.‖

See Kovel Decl. Ex. 1, RDS 2013 Form 20-F at 9. In 2013, RDS was organized into operating

segments: Upstream International, Upstream Americas, Downstream, and Projects &

Technology. Id. at 10.

―Shell is one of the largest energy traders in the world, trading approximately 12 million

barrels per day of physical crude and associated oil products and several multiples of that as

derivatives.‖3 RDS‘s trading activities – or rather, the trading activities of its subsidiaries – are

part of its Downstream segment. Lumens Dep. 19:18–23. In 1998, Shell ―globalized [its] crude

oil and products trading,‖ and in 2001, it ―integrat[ed] Shell‘s worldwide trading activities . . .

[into] a global network of trading companies operating under the banner of ‗Shell Trading.‘‖ See

Kovel Decl. Ex. 4, ―Shell Plans Integration of Global Energy Trading‖ Press Release; see also

Lumens Dep. 13:1-13 (―Shell Trading & Supply is an umbrella name for a network of legal

entities that together work in the area of trading and supply of crude[,] petroleum products, gas

and power all over the world.‖); id. at 24:18–24 (―[T]he Downstream business is a collection of

businesses that have all gone what we call ‗global.‘ So they are global business models . . .

which is why Downstream is basically set up as a global structure and not having this delineation

. . . .‖). The formation of Shell Trading was designed ―to provide one brand . . . a single face to

the market.‖ id. at 90:15–17. Shell Trading helps to ―optimize the supply chain within the rolled

3 See Kovel Decl. Ex. 3, ―Fuel Price Risk Management‖.


4

out Shell group of companies.‖ Lumens Dep. 21:17-22:22. Its goal is to improve logistics and

profits. Id. Shell Energy North America (Canada) Inc. explained the advantages of and reasons

for an integrated approach in a letter submitted to the Alberta Securities Commission:

Energy companies such as Shell often use an integrated approach

to physical trading, supply management, and financial hedging in

which different entities in the corporate group participate as a

producer, trader, and marketer in the relevant commodities

markets. Separate legal entities within the group are designated to

enter into physical and financial transactions to help manage risk

and optimize the physical portfolio of commodity assets owned

and controlled by the corporate group. Such an approach achieves

economies of scale, reduces and consolidates risk, and lowers

administrative and transactional costs. By consolidating such

physical and financial trading activity through hedging affiliates

like Shell Trading,4 this model reduces overall risk to the company

and the markets. Inter-affiliate swaps are an important, practical,

and efficient component of this process.

See Kovel Decl. Ex. 5, ―Shell Canada Letter‖ at 2. The consolidation was also designed to – and

does – facilitate the development and sharing of employees and executives among the Shell

entities that constitute Shell Trading. Lumens Dep. 90-19–91:4.

The operations of more than fifteen Shell companies worldwide, including both STASCO

and STUSCO, are consolidated under the umbrella of ―Shell Trading.‖ Lumens Dep. 13:7–14:1.

Operationally, however, Shell Trading is not managed on a company-by-company basis. See

Lumens Dep. 38:19–20. Shell Trading‘s operations, which include STASCO‘s shipping and

trading, are managed on a product-by-product basis.

Rather than a board or an executive committee, Shell Trading is managed by a committee

of Vice Presidents – the Vice President Leadership Team, or ―VPLT‖ – that meets roughly

quarterly. Lumens Dep. at 57:8–11. The Vice Presidents on the VPLT represent product areas,

4 In this submission to the Alberta Securities Commission, ―Shell Trading‖ refers to Shell Energy North America

(Canada) Inc. and Shell Trading Canada, collectively.


5

rather than corporate entities. The executives in charge of the three global areas relevant to this

litigation—crude oil trading, treasury, and shipping—are STASCO executives.

Mike Muller, a STASCO executive, is the VP for crude oil and a member of the VPLT.

Lumens Dep. 93:2–5, 13–14; 96:1–2. Mr. Muller runs the crude oil trading ―organization‖ for

Shell Trading‘s worldwide network, and is the only VP responsible for crude oil trading on the

VPLT. ―The crude traders, then, in the trading desks at – in Houston . . . are part of [Mr.

Muller‘s] organization.‖ Lumens Dep. 96:3-8. Mr. Lumens also is employed by STASCO, and

he is externally known as the CFO for Shell Trading and Supply, and he is at the helm of the

―finance organization‖ which consists of roughly 1,600 finance staff ―spread all over the world

in different countries, including the US.‖ Lumens Dep. 17:1-9. Mr. Lumens testified that there

are a number of VPs who ―manage‖ the 1,600 finance staff, and who ―report in to me directly.‖

Id. at 17:6–18:1. Two of those VPs who report directly to Mr. Lumens are located in the United

States, including one who is employed by STUSCO. Id. at 18:2-9. Finally, Dr. Grahaeme

Henderson, a STASCO executive, is ―the head of shipping and maritime, or the Vice President of

shipping and maritime,‖ and a member of the VPLT. Lumens Dep. 55:9-57:14.

The centralized nature of Shell Trading is also essential to risk management and

financing. Shell‘s ―treasury and trading operations are highly centralised, and seek to manage

credit exposures associated with our substantial cash, foreign exchange and commodity

positions.‖ Kovel Decl. Ex. 1, RDS 2013 Form 20-F at 49. See also Kovel Decl. Ex. 5, Shell

Canada Letter at 2. Mr. Lumens testified that within Shell‘s global operations, the treasury

department is a ―separate function within Royal Dutch Shell.‖ When Shell Trading ―need[s]

funding money to be able to satisfy . . . margin calls, [it] would go to treasury and basically ask

for money.‖ Lumens Dep. 52:2-11. Mr. Lumens also described the centralized risk management


6

function of Shell Trading‘s finance organization: ―the market risk team‖ ―look[s] at the total

VAR [Value at Risk] that the company is exposed to.‖ Lumens Dep. 64:2-14; see also Kovel

Decl. Ex. 1, RDS 2013 Form 20-F at 129. He also explained that although VaR is managed on a

global basis, Shell Trading also has restrictions on VaR based on products, not corporate entities.

Lumens Dep. 85:15–19. For example, there is a VaR for crude oil, and one for fuel. Lumens

Dep. at 85:22–86:4. VaR is a measure of risk that would include both physical and financial

positions. Kovel Decl. Ex. 1, RDS 2013 Form 20-F at 129. Shell‘s 2013 annual report measures

VaR for ―Global Oil‖. Id. According to the annual report, ―senior management‖ regularly

reviews trading limits. Id.

STASCO‘s crude oil traders hedge their risk in the physical market using futures.

Lumens Dep. at 68:18–20; Kovel Decl. Ex. 1, RDS 2013 Form 20-F at 129 (―certain subsidiaries

have a mandate to trade crude oil . . . and to use commodity derivatives (forwards, futures, swaps

and options) as a means of managing price and timing risks arising from this trading.‖). As part

of its risk taking, STASCO employees working for Shell Trading do trade the relationship

between two types of crude oil – West Texas Intermediate (―WTI‖, traded on NYMEX) and

Brent crude. Lumens Dep. 68:21-69:1. STASCO employees also trade (or have traded) WTI on

NYMEX directly. See In the Matter of Shell Trading US Company, Shell International Trading

and Shipping Co., and Nigel Catterall, CFTC Dkt. No. 06-02 at 3 (C.F.T.C. Jan. 4, 2006)

(annexed hereto at Exhibit 6 to Kovel Decl.) (―CFTC Order‖).

Shell Trading also includes the ―Shell Shipping organisation,‖ which is ―based in

London, with specialist centres in Houston, The Hague, Singapore, Perth and Tokyo – networked

to maritime professionals across the globe.‖ See Kovel Decl. Ex. 7, ―Shipping in Shell‖

Brochure at 5. ―Shell Shipping enables the Trading organisation to deliver safely on its


7

contracts,‖ and is active around the globe. Id. at 5 (―Consultants from Shell Shipping have

provided advice on complex technical port and ship projects in over 40 countries since 2005.‖).

Shell Shipping is ―the largest charterer of oil tonnage in the world,‖ but also manages its ―own

large fleet of oil and gas tankers.‖ Id. at 6. Shell Shipping‘s ―relationships encompass projects

and logistics on both a regional and a global level,‖ including ―work[ing] with shipping agents in

about 250 ports,‖ and employing more than 75 maritime experts who ―offer[] technical and

operational guidance to Shell businesses across the global regions.‖ Id. at 14.

The Shell Shipping organization, including STASCO, works directly in the United States

in many energy products, including crude oil. For example, Shell Shipping launched two LNG-

powered offshore supply vessels for Shell‘s deepwater operations in the Gulf of Mexico, and

STASCO has chartered ships that have sailed in U.S. waters. See Kovel Decl. Ex. 8, ―Profile of

Grahaeme Henderson‖ (―Dr. Henderson oversaw the launch of two LNG-powered offshore

supply vessels for Shell‘s deepwater operations in the Gulf of Mexico.‖); see also Kovel Decl.

Ex. 9, ―Marine Accident Brief‖ at 1 (listing STASCO as charterer and operator of the M/V

Naticina, which was involved in an accident on August 17, 2011 where the Texas City Channel

meets the Gulf Intracoastal Waterway); Lumens Dep. 120:24–121:3 (responding to a question

about STASCO-chartered vessels being in U.S. waters, ―I would not say ‗all the time‘, but they

could be‖). STASCO has a designated team in the United States to respond to spills, and has

sponsored and participated in joint simulated oil spill exercises with the Canadian Coast Guard

and the United States Coast Guard.5

Mr. Lumens testified in his deposition that STASCO has never owned crude oil cargoes

when they have entered U.S. waters. Lumens Dep. 110:22–111:15. But he acknowledged that

5 See Kovel Decl. Ex. 10, CANUSLANT 2013 After Action Report; Kovel Decl. Ex. 11, ―Profile of Bruce Johnson‖

(―Bruce‘s duties include Incident Commander on Shell‘s American and National Response Teams; Alternative

Qualified Individual for STASCO‘s vessels in US Waters…‖).


8

STASCO may have sold cargoes directly to STUSCO or other U.S.-based companies. In fact,

between 2007 and the present, STASCO sold directly to STUSCO many cargoes of various

petroleum products that were delivered to U.S. ports. See Kovel Decl. ¶¶14-17, Ex. 12-3,

―Panjiva Data‖ (customs data showing roughly a hundred shipments between 2007 and the

present for which STASCO was the ―Shipper‖ (as distinguished from the carrier) and STUSCO

was the ―Consignee.‖); Lumens Dep. 112:23–113:15 (testifying that a bill of lading showing

STASCO as the ―shipper‖ means only that ―[i]t was the shipper at the start of the chain,‖ and

―Consignee‖ on a bill of lading means ―the person that acquires the cargo next in the chain.‖).

All told, STASCO has been shipper, consignee or carrier in over 1,700 cargoes of energy

products including over 235 BFOE crude oil cargoes shipped into the United States between July

2, 2007 and December 26, 2014. See Kovel Decl. ¶¶14-17, Ex. 12-1 to 12-3, ―Panjiva Data‖.

STASCO has been responsible for supplying crude oil (largely from the North Sea) to a pipeline

known as the Portland-Montreal Pipe Line (―PMPL‖) in Portland, Maine, providing over 186

cargoes July 2, 2007 and December 26, 2014. Id. at ¶15 and Ex. 12-1. During the Class Period,

STASCO‘s affiliate, Shell Canada Limited was one of the owners of the PMPL. See Kovel Decl.

Ex. 17, ―Shell Canada 100 Year Milestones‖. STASCO‘s shipping operations not only

facilitated but also were essential to the transportation of Brent Crude Oil from ports in Norway

and the United Kingdom to Portland, Maine.

II. STASCO’s and STUSCO’s role in the manipulation of the Brent Crude Oil

market

Managed by a STASCO executive, Shell Trading includes both STASCO crude traders in

Europe and STUSCO crude traders in Houston. Lumens Dep. 93:2-5; 13-14; 96:1-8. As part of

this umbrella organization through which STASCO operates in the U.S., STASCO and STUSCO

together play an essential role in Shell Trading‘s trading of Brent Crude Oil and related


9

derivative products. ¶¶472-73.

STASCO frequently participates in the Platts Market on Close (―MOC‖) process and

reports prices during the MOC Window for both physical and derivative Brent crude oil

transactions. ¶¶7-8, 85-86, 234. STASCO is a clearing member of ICE Futures Europe. ¶470.

STUSCO is a member of the NYMEX, and trades Brent products in the U.S. and throughout the

world. ¶¶133-36, 471. STASCO and STUSCO on occasion have improperly coordinated WTI

crude oil trades on NYMEX in violation of the CEA. See Kovel Decl. Ex. 6, CFTC Order at 2-3.

The Complaint explains in detail how STASCO, along with the other Defendants,

engaged in illicit trading activity (e.g., wash trades, spoof trades, false and selective reporting)

within the market for Brent and Brent-based derivatives for their financial benefit. See also ¶234

(alleging that the company‘s significant refining operations make it perpetually short crude oil

such that it would financially benefit as Brent prices decline), ¶¶537-39. Manipulation of Brent

crude oil prices through the MOC directly impacts the price of crude oil that is sold by STASCO

for import to the U.S. It also impacts futures.

As one example, on June 8, 2010, STASCO sold a cargo of Forties to Defendant Statoil,

which would later be used in a ―staggered‖ wash trade, split over two transactions, to suppress

the price of Forties, and thus Platts‘ MOC price calculation, on June 15, 2010. ¶¶254, 269. This

downward manipulation was directly in line with STASCO‘s economic interests as it had been a

large seller of Brent Contracts for Differences (―CFDs‖). ¶¶58, 258.

The Complaint also alleges that STASCO colluded with other Defendants selectively to

report trades during the MOC window. In one particular instance, Shell entered into wash trades

with Defendant Mercuria as part of the Defendants‘ downward manipulation of Brent prices

during January 2011. ¶280. In order to lower the overall MOC price, STASCO and Mercuria


10

executed only the sale half of the trade during the MOC window, but not the purchase half.

¶286. This wash trading strategy lowered the price of Brent by $0.28, more than 21%, in a single

day. ¶281. This downward manipulation benefited STASCO as it began accumulating large

volumes of physical oil during January and February 2011. ¶283. STASCO also planned similar

sham trades with Hetco at the end of January 2010 to push the price of Brent even lower. ¶¶310-

312.

STASCO continued to conspire with other Defendants to manipulate Brent crude oil

prices during February 2011 by suppressing nearby CFD and Dated Brent prices to benefit its

own large short position. ¶319. STASCO entered into transactions with Defendant Morgan

Stanley at below market rates to push the price of Brent lower while simultaneously purchasing

large quantities of physical oil as the price of Brent moved artificially lower. ¶¶319, 330-38.

These trades were pre-arranged to occur within the MOC window so that they would artificially

suppress the price of Brent and the price of Brent futures and derivatives contracts. ¶¶339-342.

In September 2012, STASCO, BP, Vitol, Phibro, and Trafigura colluded to manipulate

Brent prices. ¶369. STASCO engaged in sham transactions with Defendant BP (¶384) and

Trafigura (¶¶399-400), both of which were designed to push the market price of Brent lower.

All of these contrived transactions impacted the price of Brent physical and futures

products in the U.S. The impact of the manipulations appears in Brent futures price movements.

See Pl. Omnibus Opp. Br. [ECF No. 253] at 1, 8-12, 13, 15.


11

ARGUMENT

I. The Complaint states a claim against STUSCO and STASCO

A. Plaintiffs plausibly allege CEA claims against STUSCO and STASCO

STASCO and STUSCO argue that the Complaint fails to allege that it had the ―ability‖ to

influence physical Brent or derivatives, or that STUSCO ―intended‖ or ―caused‖ artificial

physical Brent or derivatives prices. Def. Br. at 6.6

First, to argue that the Complaint lacks specificity as to STUSCO ignores the allegations

of integration of Shell‘s trading operations, and the critical role that both STUSCO and STASCO

play. As alleged, employees at STASCO and STUSCO, working for Shell Trading, entered into

Brent Crude Oil futures contracts on U.S. exchanges. The benefits of the manipulative trading

flowed to different entities throughout the system because ―the results of trading and supply

therefore get allocated to the various different parts of the Shell group.‖ Lumens Dep. 20:24-

21:5. STASCO, according to Mr. Lumens, should not trade on NYMEX although it does trade

Brent futures on ICE Futures Europe, and does as part of its ―remit‖ take trading positions based

upon views of changes in the spread between the price of Brent and WTI, which is primarily

traded on NYMEX. Lumens Dep. 68:18-70:13; but see Kovel Decl. Ex. 6, CFTC Order.

STASCO‘s—and Shell Trading‘s—only access to U.S. exchanges, including NYMEX, CME,

and ICE Futures US, then would be through STUSCO or other U.S. affiliates. In order to profit

from the alleged manipulation, traders at both STUSCO and STASCO had to participate to

coordinate overall risk. See Kovel Decl. Ex. 1, RDS 2013 Form 20F at 129-30. These and other

allegations in the Complaint are more than sufficient to plausibly demonstrate that STUSCO had

the ability to influence Brent physical and derivative prices in violation of the CEA.

6 The elements of a CEA manipulation claim are: ―(1) that the accused had the ability to influence market prices; (2)

that [the accused] specifically intended to do so; (3) that artificial prices existed; (4) that the accused caused the

artificial prices.‖ DiPlacido v. Commodity Futures Trading Comm’n, 364 F. App‘x 657, 661 (2d Cir. 2009).


12

Second, Plaintiffs allegations are more than sufficient to demonstrate the requisite intent

for STASCO and STUSCO. The Complaint specifically alleges that STASCO and STUSCO

intended to and stood to reap substantial benefits from their manipulation of the Platts MOC and

the prices of Brent futures and other derivatives contracts. ¶¶251-419, 533-39, and in particular

¶¶58, 254, 258 and 269.

Finally, as to causation, the Complaint alleges that any manipulation of Dated Brent and

Brent Crude oil prices (¶¶251-419) also directly manipulated the prices of Brent Crude oil

futures and other Brent Crude oil derivatives contracts. See, e.g., ¶¶343, 404, 406. See also See

Pl. Omnibus Opp. Br. [ECF No. 253] at 18 (citing ¶¶236-37, 239, 242).

B. Plaintiffs plausibly allege antitrust claims against STUSCO and STASCO

Although STUSCO and STASCO attempt to cherry-pick the Complaint‘s allegations in

phrasing their arguments, a defendant cannot succeed on a motion to dismiss by ―ignoring the

complete picture painted by plaintiffs.‖ See N.Y. Medscan LLC v. N.Y. Univ. Sch. of Med., 430

F. Supp. 2d 140, 149 (S.D.N.Y. 2006). If Plaintiffs can place STASCO‘s and STUSCO‘s actions

in a ―context that raises a suggestion of a preceding agreement, not merely parallel conduct that

could just as well be independent action,‖ they have carried their burden. See Starr v. Sony BMG

Music Entm’t, 592 F.3d 314, 323 (2d Cir. 2010) (citation omitted). Plaintiffs adequately allege

that STASCO and STUSCO colluded with other Defendants to manipulate the prices of both

physical cargoes of Brent Crude and Brent Crude futures.

Economic analyses not only show Defendants‘ ability to manipulate Brent prices (¶¶224-

234), but also highlight the individual economic motivations of STASCO, STUSCO and Shell

Trading for participating in the alleged manipulative conduct. See, e.g., ¶234 (explaining that

Shell Group‘s significant refining operations financially benefit as Brent prices decline). As

alleged, STASCO engaged in sham trades with other Defendants to lower the price of Brent,


13

benefiting its position as a seller of CFD and/or as a buyer of Brent physical cargoes. See, e.g.,

¶¶254 (describing staggered wash trade between STASCO and Statoil); 258 (same); 269 (same);

399–400 (describing sham trade with Trafigura on September 24–25, 2012); 280–83 (describing

wash trade between STASCO and Mercuria that lowered the price of Brent and benefited

STASCO‘s physical position); 310–12 (alleging sham trade with Hetco designed to lower the

price of Brent); 319 (alleging sham trades between STASCO and Morgan Stanley designed to

depress price of Brent); 330–38 (same).

These trades were pre-arranged to occur within the MOC window so that they would also

impact Platts‘ daily assessment of Brent prices, thereby affecting Brent derivatives contracts

traded by Shell Trading (comprising STASCO and STUSCO) on NYMEX and ICE. ¶¶121, 123,

339-43. By engaging in a variety of manipulative and sham transactions throughout the Class

Period, STASCO and STUSCO with the other Defendants fixed prices in the Brent physical and

derivatives markets in violation of the Sherman Act.

II. The Court has specific jurisdiction over STASCO

Plaintiffs allege viable claims under the CEA and the Sherman Act. ¶¶531-589. These

statutes provide for nationwide service of process. See 7 U.S.C. § 25(c) (CEA); § 15 U.S.C. § 22

(Sherman Act). ―Where a Complaint invokes federal question jurisdiction under a federal statute

that provides for nationwide service in the United States, personal jurisdiction extends to the

limit permitted by the due process clause of the Fifth Amendment.,‖ and the minimum-contacts

test looks to contacts with the entire United States. STASCO Order, ECF No. 389 at 3 (citing In

re Amaranth Natural Gas Commodities Litig. (“Amaranth I”), 587 F. Supp. 2d 513, 526

(S.D.N.Y. 2008) and In re Libor-Based Fin. Instruments Antitrust Litig. (“LIBOR IV”), No. 11

MDL 2262 (NRB), 2015 WL 4634541, at *19 (S.D.N.Y. Aug. 4, 2015)).


14

Under the Due Process Clause, personal jurisdiction is appropriate if a defendant has

minimum contacts with the jurisdiction such that ―the maintenance of the suit does not offend

‗traditional notions of fair play and substantial justice.‘‖ Int’l Shoe Co. v. Washington, 326 U.S.

310, 316 (1945). This is a two-step analysis. The first step is to ―evaluate the quality and nature

of the defendants‘ contacts with the forum . . . under a totality of the circumstances test.‖ Best

Van Lines, Inc. v. Walker, 490 F.3d 239, 242 (2d Cir. 2007). The Second Circuit has held that to

establish minimum contacts with the United States, a defendant may have ―purposefully availed

itself of the privilege of doing business in the forum and [could have been able to] foresee being

haled into court there,‖ or the defendant may have ―expressly aimed its conduct at the forum.‖

Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 732 F.3d 161, 170, 173 (2d Cir. 2013).

Once minimum contacts have been established the second step is to determine if an

exercise of jurisdiction is reasonable. Id. at 173-74. Defendant bears the burden of establishing

that the exercise of jurisdiction would be unreasonable. Id. To do so, it ―must present a

compelling case that the presence of some other considerations would render jurisdiction

unreasonable.‖ Id. STASCO has not even attempted to meet its burden here. Nor can it.

STASCO would not be unreasonably burdened by having to defend a lawsuit here. It is

represented by the same U.S. counsel as STUSCO, and as outlined in this brief, is accustomed to

doing business around the world. Moreover, ―the United States ha[s] an interest in protecting

[its] residents from overseas fraud and ensuring the integrity of the commodities markets.‖ In re

Sumitomo Copper Litig., 120 F. Supp. 2d 328, 343-44 (S.D.N.Y. 2000).

This Court has previously held that ―Plaintiffs‘ allegations make out a prima facie case

that STASCO ‗purposefully established minimum contacts within the forum,‘ and that

STASCO‘s ‗suit-related conduct‘ ‗creates a substantial connection within the forum.‘‖ STASCO


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Order [ECF No. 389] at 13 (citations omitted). Following limited jurisdictional discovery,

Plaintiffs have adduced additional facts, which are set forth in this brief, establish jurisdiction

over STASCO. See Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 567 (2d

Cir. 1996). (After discovery, ―but no evidentiary hearing has been held, the plaintiffs‘ prima

facie showing, necessary to defeat a jurisdiction testing motion, must include an averment of

facts that, if credited by the trier, would suffice to establish jurisdiction over the defendant.‖).

A. STASCO has purposefully availed itself of the privilege of doing business in

the United States

During the Class Period, and when this litigation commenced, a STASCO executive was

in charge of all crude oil trading for Shell Trading, and used U.S. entities and U.S. employees

employed by those entities to trade for the benefit of STASCO and other Shell entities that were

operating in the U.S. as Shell Trading. See Lumens Dep. 96:3–8; Shell Canada Letter at 2. And

when all Shell traders in the global Shell Trading brand and trading operation, including those in

the United States, needed money to meet obligations incurred in trading (margin calls, for

example) their access to cash was controlled and managed by the centralized treasury group,

which was also run by a STASCO executive. Lumens Dep. 52:2-22. This structure, as described

by Lumens (e.g., Lumens Dep. 16:5-21:2, 30:16-25), which includes the deliberate use of U.S.

entities and their traders working together in a network of Shell entities to optimize assets and

―flows‖ of STASCO‘s and other Shell Trading affiliates‘ crude oil products, demonstrates

―desirability and a lack of coincidence‖ that indicates ―purposeful availment‖ more than

sufficient to satisfy minimum contacts. Licci, 732 F.3d at 168.

STASCO‘s shipping activities also are deliberate contact and purposeful availment of the

privilege of doing business in the United States that passes the minimum contacts test. In U.S.

customs data tracking all imports into the U.S., which Plaintiffs obtained from a company called


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Panjiva, STASCO is listed as the carrier, consignee or shipper for more than 1,700 shipments of

crude oil and other energy products into the United States during the relevant period, including

cargoes of Brent crude oil delivered to STUSCO. See Kovel Decl. ¶¶14-17, Ex. 12-3, ―Panjiva

Data‖. These data also establish that STASCO transported hundreds of cargoes of Brent crude

oil to the U.S. for sale to Shell affiliates or otherwise imported for use in the U.S. See id., Exs.

12-1 and 12.2. These contacts alone are sufficient to demonstrate minimum contacts to support

this Court‘s jurisdiction over STASCO regardless of where actual title for the cargo passed. See

In re Capacitors Antitrust Litig., No. 14 Civ. 3264, 2015 WL 3638551, at *2 (N.D. Cal. Jun. 11,

2015) (holding that physical shipments to the United States were sufficient for jurisdictional

purposes regardless of the fact that legal title may have passed in Japan). Indeed, STASCO is an

established energy shipper in U.S. waters. See pages 6-8, supra. See also Kovel Decl. ¶¶14-17,

Exs. 12-1 to 12-3, ―Panjiva Data‖. The vast number of additional STASCO shipping contacts for

energy products generally – such as those that involve natural gas – further supports the exercise

of jurisdiction. See In re Libor-Based Fin. Instruments Antitrust Litig. (“LIBOR V”), No. 11

MDL 2262 (NRB), 2015 WL 6696407, *19 n.30 (S.D.N.Y. Nov. 3, 2015) (―a defendant‘s

unrelated contacts with the forum ‗may bolster an argument for specific personal jurisdiction on

the basis of a claim arising out of a defendant‘s forum-related contacts, but cannot create specific

personal jurisdiction over a claim that is wholly unrelated to the forum‖); see also Gucci Am.,

Inc. v. Weixing Li, 135 F. Supp. 3d 87, 97 (S.D.N.Y. 2015) (citing, inter alia, Chew v. Dietrich,

143 F.3d 24, 27-29 (2d Cir. 1998)).

B. STASCO expressly aimed its conduct at the United States

STASCO has also ―expressly aimed‖ its conduct at the United States. Under the ―effects

test,‖ when the ―conduct that forms the basis for the controversy occurs entirely out-of-forum,

and the only relevant jurisdictional contacts with the forum are therefore in-forum effects


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harmful to the plaintiff,‖ jurisdiction may be appropriate if the defendant ―expressly aimed its

conduct at the [United States].‖ Licci, 732 F.3d at 173. See also In re Term Commodities Cotton

Futures Litig., No. 12 Civ. 6126, 2013 WL 9815198, *31 (S.D.N.Y. Dec. 20, 2013).

Here, the fundament of the Complaint is that STASCO and STUSCO manipulated the

Platts MOC in order to benefit their derivatives positions. As adequately alleged, STASCO and

STUSCO, as part of Shell Trading, traded these derivatives on exchanges in the United States.

¶¶7-8, 85-86, 133-36, 234, 470-71; see also Lumens Dep. 68:18-69:1, 69:18-20, 72:20-73:4.

They engaged in this trading in the context of both physical and futures positions. Id.

The effects test is often used as the basis for jurisdiction in cases involving conspiracies

and market manipulation. Those cases involve conduct and fact patterns strikingly similar to that

alleged here. For example, in In re Foreign Exchange Benchmark Rates Antitrust Litig., No. 13

Civ. 7789 (LGS), 2016 WL 1268267, at *5-6 (S.D.N.Y. Mar. 31, 2016), Judge Schofield held

that jurisdiction was appropriate based on manipulative conduct that had direct, substantial, and

reasonably foreseeable effects in the United States. There, as here, foreign defendants were

―dominant‖ players in the relevant market, and ―knew‖ the benchmark – there the WM/Reuters

fix, here Dated Brent – ―were disseminated in the United States and were used to price . . .

futures contracts, including CME and ICE . . . futures and options contracts.‖ Id. at *5.

A similar fact pattern supported specific jurisdiction in Amaranth I, 587 F. Supp. 2d at

536. There, a foreign trader ―knew that his trades would affect the price of natural gas futures

within the United States.‖ Id. See also In re Western States Wholesale Natural Gas Antitrust

Litig., 715 F.3d 716, 743-44 (9th Cir. 2013) (―AEP either directly or indirectly through one of its

controlled affiliates, engaged in the practice of wash sales, and manipulated market indices

through the reporting of false trading information . . . The purpose and effect of this was to


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collusively and artificially inflate the price of natural gas paid by commercial entities in

Wisconsin.‖); In re Natural Gas Commodity Litig., 337 F. Supp. 2d 498, 517 (S.D.N.Y. 2004)

(finding jurisdiction appropriate where a defendant claiming to have no contacts with New York

―reported fraudulent trade data, engaged in wash sales, or both, with the purpose of manipulating

the market for natural gas futures on the New York Mercantile Exchange‖) (emphasis in

original). The same result should obtain here because STASCO knew that its transactions would

affect the price of crude oil imported into the U.S. and related crude oil futures sold in the U.S.

C. Specific jurisdiction is also appropriate under an agency or conspiracy

theory

Jurisdiction is also appropriate under an agency theory of jurisdiction. In the Second

Circuit, agency jurisdiction is appropriate where the domestic entity renders services on behalf of

the foreign corporation that ―go beyond mere solicitation and are sufficiently important to the

foreign entity that the corporation itself would perform equivalent services if no agent were

available.‖ Sonera Holding B.V. v. Cukurova Holding A.S., 750 F.3d 221, 224 (2d Cir. 2014)

(quoting Wiwa v. Royal Dutch Petroleum Co., 226 F.3d 88, 95 (2d Cir. 2000)).7 Courts have not

required control to be proven as an element for an agency relationship to obtain jurisdiction,

Palmieri v. Estefan, 793 F. Supp. 1182, 1193 (S.D.N.Y. 1992), and have held that not only may

parents and subsidiaries be subject to jurisdiction based on each other‘s actions, but also

―companies that are ‗two arms of the same business group,‘ [and] operate in concert with each

other‖ may be subject to jurisdiction in the United States, Mansfield Heliflight, Inc. v. Heli-One

Canada Inc., No. 12 Civ. 46, 2012 WL 4479851, at *7 (D. Vt. Sept. 28, 2012). See also In re

7 Wiwa‘s holding on general jurisdiction under an agency theory has been questioned. See, e.g., Sonera, 750 F.3d at

225 cert. denied, 134 S.Ct. 2888 (2014). Even if Daimler did effectively abrogate/overrule Wiwa, the agency

principles announced should still apply in the context of specific jurisdiction. See Daimler AG v Bauman, 134 S. Ct.

746, 759 (2014) (―One may be an agent for some business purposes and not others so that the fact that one may be

an agent for one purpose does not make him an agent for every purpose.‖).


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Cyclobenzaprine Hydrochloride Extended-Release Capsule Patent Litig., 693 F. Supp. 2d 409,

420 (D. Del. 2010) (finding jurisdiction under agency theory appropriate where affiliate

companies had a ―nearer than arm‘s length relationship‖). ―In assessing whether one company

acts as the agent of another for jurisdictional purposes, ‗the inquiry should not be limited to

traditional alter-ego jurisprudence but should encompass whether or not there is a single

functional and organic identity‘ between the two companies.‖ Mansfield Heliflight, 2012 WL

4479851, at *6. As the Second Circuit has recognized, courts ―have focused on the realities of

the relationship in question rather than the formalities of agency law.‖ CutCo. Indus., Inc. v.

Naughton, 806 F.2d 361, 366 (2d Cir. 1986). ―Ultimately, the important issue in evaluating

jurisdiction is that of fairness.‖ Palmieri, 793 F. Supp. at 1193.

Mansfield Heliflight presents a good example of a case in which the court exercised

jurisdiction over a foreign corporation based on its interconnectedness with a domestic

corporation. 2012 WL 4479851, at *7-8. There the court found that ―a significant degree of

integration [wa]s apparent from the company‘s public representations,‖ including a failure to

distinguish between the companies on the website, a ―press release reflect[ing] the unified image

of [the companies] as a single company,‖ a ―limited commonality of officers between the two

companies, and common ownership by the same parent. Id. at *7-8.

The integration of operations for crude oil trading and finance with STUSCO and

STASCO as well as other ―Shell Trading‖ entities is even more pronounced than that of the

companies in Mansfield Heliflight, and justifies the exercise of specific jurisdiction based on an

agency theory. STASCO and STUSCO work together, and are, for all intents and purposes,

operated as part of one overall entity in crude oil trading. If anything, as it is currently organized

for crude oil trading and capital management, STASCO employees manage the crude oil trading


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of Shell Trading. STUSCO‘s crude oil trading desk is an arm of Shell Trading overseen by a

STASCO executive. See Lumens Dep. 93:2-14, 96:1-8.

All ―Shell‖ traders are part of the ―Shell Trading‖ umbrella organization, and trade for

the benefit of the ―Shell Trading‖ portfolio, including hedging and inter-entity swaps.8 STASCO

and the affiliated entities that make up Shell Trading, and their parent, Royal Dutch Shell, profit

from the integrated, centralized nature of their trading business, and promote the business as

such.9 The integrated nature of Shell Trading also facilitates the rotation of employees and

executives among the companies that make up Shell Trading.10

Faced with coordination between a foreign defendant and a domestic defendant similar to

that between STASCO and STUSCO, courts have also exercised personal jurisdiction under a

conspiracy theory. See Maersk, Inc. v. Neewra, Inc., 554 F. Supp. 2d 424, 442–43 (S.D.N.Y.

2008) (quoting In re Terrorist Attacks of September 11, 2001, 349 F. Supp. 2d 765, 805

(S.D.N.Y. 2005) and noting the similarity between the agency and conspiracy theories of

jurisdiction).

CONCLUSION

For the reasons set forth above, Plaintiffs respectfully request that this Court deny

STASCO‘s and STUSCO‘s Motion to Dismiss the Second Amended Class Action Complaint in

its entirety.

8 Kovel Decl. Ex. 4, ―Shell Plans Integration of Global Energy Trading‖ Press Release.

9 Kovel Decl. Ex. 1, RDS 2013 Form 20-F at 49; Id.. Ex. 5, ―Shell Canada Letter‖ at 2; Id.. Ex. 4, ―Shell Plans

Integration of Global Energy Trading‖ Press Release; Id. Ex. 13, ―Shell Business Areas‖ Presentation.

10 See Kovel Decl. Ex. 14, ―Ron Andrews‖ Press Release; Id.. Ex. 15, ―Mark Quartermain‖ Press Release. See also

Lumens Dep. at 90:19–91:4 (describing formation of Shell Trading network as ―making sure that we develop people

that could potentially rotate between different companies over time and maintain that knowledge within the entire

company. And that‘s also why I see that people like Mark Quartermain that you refer to move between different

entities over time.‖); See also id. at 100:17–101:6; Kovel Decl. Ex. 16, Shell Talent Community Data Protection

Policy.


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DATED: July 6, 2016

KIRBY McINERNEY LLP

/s/ David E. Kovel

David E. Kovel

Lauren Wagner Pederson, Of Counsel

Thomas W. Elrod

[email protected]

[email protected]

[email protected]

825 Third Avenue, 16th Floor

New York, New York 10022

Telephone: (212) 371-6600

Facsimile: (212) 751-2540

Interim Lead Counsel for the Brent Derivative

Trader Plaintiffs and Proposed Class

BERGER & MONTAGUE, P.C

Merrill G Davidoff

Michael Dell‘Angelo

Candice J. Enders

[email protected]

[email protected]

[email protected]

1622 Locust Street

Philadelphia , PA 19103

Telephone: (215) 875-3084

Facsimile: (215) 875-4604

MOTLEY RICE LLC

Michael M. Buchman

John Andrew Ioannou

Meghan S.B. Oliver

[email protected]

[email protected]

[email protected]

600 Third Avenue, 21st Floor

New York, NY 10016

Telephone: (212) 577-0051

Facsimile: (212) 577-0054

GLANCY PRONGAY & MURRAY LLP Brian Philip Murray

Lionel Z. Glancy

Lee Albert

[email protected]

[email protected]

[email protected]

122 East 42nd Street, Suite 2920

New York, NY 10168

Telephone: (212) 682-5340

Facsimile: (212) 884-0988

LOWEY DANNENBERG COHEN

&HART

Vincent Briganti

Geoffrey M. Horn

[email protected]

[email protected]

One North Broadway

White Plains, NY 10601

Telephone: (914) 997-0500

Facsimile: (914) 997-0035


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LIEFF, CABRASER, HEIMANN &

BERNSTEIN,LLP

Steven E. Fineman

Douglas Ian Cuthbertson

[email protected]

[email protected]

250 Hudson Street, 8th Floor

New York, NY 10013

Telephone: (212) 355-9500

Eric B. Fastiff

Brendan P. Glackin

[email protected]

[email protected]

275 Battery Street 29th Floor

San Francisco, CA 94111-3339

Telephone: (415) 956-1000

CAFFERTY CLOBES MERIWETHER &

SPRENGEL LLP

Bryan L. Clobes

[email protected]

1101 Market Street, Suite 2650

Philadelphia, PA 19107

Telephone: (215) 864-2800

Facsimile: (215) 864-2810

Anthony F. Fata

Daniel O. Herrera

[email protected]

[email protected]

30 N. LaSalle, Suite 3200

Chicago, Illinois 60602

Telephone: (312) 782-4880

Facsimile: (312) 782-4485

Additional Counsel for Plaintiffs and Proposed Class


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